ADAMA Ltd.Announcement on the Resolutions of the 1
stInterimShareholders Meeting in 2023
I. Important Notice
1. No proposal was vetoed at the meeting.
2. The meeting didn’t change any resolution made by the previous shareholders meetings.II. Holding of the Meeting
1. Time of the On-site Meeting: starts at 14:30 on September 15, 2023
2. Venue: 6F A7 Building, No.10, Chaoyang Park South Road, Chaoyang District, Beijing
3. Nature of Meeting: Combination of on-site voting and online voting
4. Convener: The Board of Directors of the Company
5. Host: Erik Fyrwald
6. Time/Date of Online Voting:
Online voting: online voting via the trading system of Shenzhen Stock Exchange will befrom 9:15 a.m. to 9:25 a.m., 9:30 a.m. to 11:30 a.m. and from 1:00 p.m. to 3:00 p.m. on
Stock Code: 000553(200553) Stock Abbreviation: ADAMA A(B) Announcement No. 2023-32
The Company and all members of its board of directors hereby confirm that allinformation disclosed herein is true, accurate and complete with no false ormisleading statement or material omission.
September 15, 2023; online voting via the online voting system of the Shenzhen StockExchange will be any time from 9:15 a.m. to 3:00 p.m. on September 15, 2023.
7. The convening and holding procedures comply with the Company Law, Rules of Listingof Shenzhen Stock Exchange and other laws and regulations, as well as the Articles ofAssociation of the Company.III. Attendance in the Meeting
1. Attendance of Shareholders
29 shareholders participated in the on-site meeting or via online voting system,representing 71,440,850 shares, accounting for 3.0664% of the Company’s total shares.Among them, 5 shareholders participated in the on-site meeting, representing 531,200shares, accounting for 0.0228% of the Company’s total shares and 24 shareholdersparticipated via online voting system, representing 70,909,650 shares, accounting for
3.0436% of the Company’s total shares.
2. Attendance of B-share Shareholders
6 B-share shareholders participated in the on-site meeting or via online voting system,representing 688,000 shares, accounting for 0.4504% of the Company’s total B shares.Among them, 5 shareholders participated in the on-site meeting, representing 531,200shares, accounting for 0.3478% of the Company’s total B shares and 1 shareholderparticipated via online voting system, representing 156,800 shares, accounting for 0.1027%of the Company’s total B shares.
3. Attendance of Mid-small Shareholders
29 Mid-small shareholders participated in the on-site meeting or via online voting system,representing 71,440,850 shares, accounting for 3.0664% of the Company’s total shares.Among them, 5 shareholders participated in the on-site meeting, representing 531,200shares, accounting for 0.0228% of the Company’s total shares and 24 shareholdersparticipated via online voting system, representing 70,909,650 shares, accounting for
3.0436% of the Company’s total shares.
The directors, supervisors and some senior executives of the Company, as well as thelawyers engaged by the Company as witnesses attended the meeting.
IV. Deliberation and Voting on the ProposalsThe following proposals were voted at the meeting by means of online and on-site voting:
1. Proposal on Credit Facility from the Related Party
The proposal is a related-party matter. Syngenta Group Co., Ltd. constitutes an affiliatedshareholder of the Company, and holds 1,828,137,961 shares of the Company. Suchaffiliated shareholder refrained from voting on this proposal.
1.1 Voting Summary:
69,830,350 shares for it, accounting for 97.7457% of all the shares entitled to vote held bythe participating shareholders; 1,608,400 shares against it, accounting for 2.2514% of allthe shares entitled to vote held by the participating shareholders; 2,100 shares abstained(among them, 0 shares are considered as abstained due to non-voting), accounting for
0.0029% of all the shares entitled to vote held by the participating shareholders. Amongthem:
(1) Voting Summary of B-share Shareholders:
531,200 shares for it, accounting for 77.2093% of all the shares entitled to vote held by theparticipating B-share shareholders; 156,800 shares against it, accounting for 22.7907% ofall the shares entitled to vote held by the participating B-share shareholders; 0 sharesabstained (among them, 0 shares are considered as abstained due to non-voting),accounting for 0.0000% of all the shares entitled to vote held by the participating B-shareshareholders.
(2) Voting Summary of Mid-small Shareholders:
69,830,350 shares for it, accounting for 97.7457% of all the shares entitled to vote held bythe participating Mid-small shareholders; 1,608,400 shares against it, accounting for
2.2514% of all the shares entitled to vote held by the participating Mid-small shareholders;2,100 shares abstained (among them, 0 shares are considered as abstained due to non-voting), accounting for 0.0029% of all the shares entitled to vote held by Mid-smallshareholders present.
1.2 Voting Result: As a general resolution, this proposal has been approved with morethan 50% of the total number of shares entitled to vote held by the participatingshareholders.The above proposals were disclosed on the website of Juchao Information(http://www.cninfo.com.cn) on August 31, 2023.V. Legal Opinion
1. Name of the law firm: King & Wood Mallesons, Beijing
2. Names of the lawyers: Ruiyuan Liu, Yaolin Li
3. Conclusive opinion:
In the lawyers’ opinion, the convening and holding procedures comply with the CompanyLaw, Rules for the Shareholders’ Meetings of Listed Companies, Notice of the ShenzhenStock Exchange on Issuing the Detailed Implementing Rules of the Shenzhen StockExchange for Online Voting at Shareholders’ Meetings of Listed Companies and otherapplicable laws and regulations, as well as the Articles of Association of the Company; thequalification of the convener and attendees are legitimate and valid; the voting proceduresand voting results of the meeting are legitimate and valid.VI. Documents for Reference
1. Resolutions of the 1
st
Interim Shareholders Meeting in 2023;
2. Legal Opinion on the Witnessing of the Shareholders Meeting.
This announcement is hereby made.
The Board of Directors of ADAMA Ltd.
September 16, 2023